1. Purpose. The
purpose of the Audiovox Corporation 2006 Stock Compensation Plan
(the Plan) is to attract and retain employees and
directors for Audiovox Corporation and its subsidiaries and affiliates and to
provide such persons with incentives and rewards for superior performance.

2. Definitions. As
used in this Plan, the following terms shall be defined as set forth below:

2.1 Affiliate
means any person or entity directly or indirectly controlling, controlled by or
under common control with the Company, by virtue of the ownership of voting
securities, by contract or otherwise.

2.3 Award
Agreement means the written agreement, or other form of writing or other
evidence approved by the Committee which sets forth the terms and conditions of
an Award, which shall be signed by the Company and Participant.

2.4 Base
Price means the price to be used as the basis for determining the Spread
upon the exercise of a Freestanding Stock Appreciation Right.

2.5 Board
means the Board of Directors of the Company.

2.6 Code
means the Internal Revenue Code of 1986, as amended from time to time.

2.7 Committee
means the Compensation Committee of the Board, or any successor to such
Committee.

2.8 Company
means Audiovox Corporation, a Delaware
corporation, and its subsidiaries and Affiliates or any successor corporation.

2.9 Deferral
Period means the period of time during which Deferred Shares are subject
to deferral limitations under Section 8.

2.10 Deferred
Shares means an Award pursuant to Section 8 of the right to receive
Shares at the end of a specified Deferral Period.

2.11 Employee
means any person, including an officer, employed by the Company or a Subsidiary
or Affiliate.

2.12 Fair
Market Value means the fair market value of the Shares as determined by
the Committee from time to time. Unless otherwise determined by the Committee,
the fair market value shall be the closing price for the Shares reported on a
consolidated basis on the NASDAQ on the relevant date or, if there were no
sales on such date, the closing price on the nearest preceding date on which
sales occurred.

2.13 Freestanding
Stock Appreciation Right means a Stock Appreciation Right granted
pursuant to Section 6 that is not granted in tandem with an Option or
similar right.

2.14 Grant
Date means the date specified by the Committee on which a grant of an
Award shall become effective, which shall not be earlier than the date on which
the Committee takes action with respect thereto.

2.15 Incentive
Stock Option means any Option that is intended to qualify as
an incentive stock option under Code
Section 422 or any successor provision.

2.16 Nonemployee
Director means a member of the Board who is not an Employee.

2.17 Nonqualified
Stock Option means an Option that is not intended to qualify as an
Incentive Stock Option.

2.19 Optionee
means the person so designated in an agreement evidencing an outstanding
Option.

2.20 Option
Price means the purchase price payable upon the exercise of an Option.

2.21 Participant
means an Employee or Nonemployee Director who is selected by the Committee to
receive benefits under this Plan, provided that only Employees shall be
eligible to receive grants of Incentive Stock Options.

2.22 Performance
Objectives means the performance objectives established pursuant to this
Plan for Participants who have received Awards. Performance Objectives may be
described in terms of Company-wide objectives or objectives that are related to
the performance of the individual Participant or the Subsidiary or Affiliate,
division, department or function within the Company or Subsidiary or Affiliate
in which the Participant is employed. Performance Objectives may be measured on
an absolute or relative basis. Relative performance may be measured by a group
of peer companies or by a financial market index. Any Performance Objectives
applicable to a Qualified Performance-Based Award shall be limited to specified
levels of or increases in the Company's or Subsidiary's or Affiliates return
on equity, diluted earnings per share, total earnings, earnings growth, return
on capital, return on assets, earnings before interest and taxes, sales, sales
growth, gross margin return on investment, increase in the fair market value of
the Shares, share price (including but not limited to, growth measures and
total stockholder return), operating profit, net earnings, cash flow
(including, but not limited to, operating cash flow and free cash flow), cash
flow return on investment (which equals net cash flow divided by total
capital), inventory turns, financial return ratios, total return to
shareholders, market share, earnings measures/ratios, economic value added
(EVA), balance sheet measurements such as receivable turnover, internal rate of
return and increase in net present value or expense targets. Except in the case
of a Qualified Performance-Based Award, if the Committee determines that a
change in the business, operations, corporate structure or capital structure of
the Company, or the manner in which it conducts its business, or other events
or circumstances render the Performance Objectives unsuitable, the Committee
may modify such Performance Objectives or the related minimum acceptable level
of achievement, in whole or in part, as the Committee deems appropriate and
equitable.

2.23 Performance
Period means a period of time established under Section 9 within
which the Performance Objectives relating to a Performance Share, Performance
Unit, Deferred Shares or Restricted Shares are to be achieved.

2.24 Performance
Share means a bookkeeping entry that records the equivalent of one Share
awarded pursuant to Section 9.

2.27 Qualified
Performance-Based Award means an Award or portion of an Award that is
intended to satisfy the requirements for qualified
performance-based compensation under Code Section 162(m). The Committee
shall designate any Qualified Performance-Based Award as such at the time of
grant.

2.29 Shares
means shares of the Class A Common Stock of the Company, $.01 par value, or any
security into which Shares may be converted by reason of any transaction or
event of the type referred to in Section 11.

2.30 Spread
means, in the case of a Freestanding Stock Appreciation Right, the amount by
which the Fair Market Value on the date when any such right is exercised
exceeds the Base Price specified in such right or, in the case of a Tandem
Stock Appreciation Right, the amount by which the Fair Market Value on the date
when any such right is exercised exceeds the Option Price specified in the
related Option.

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2.31 Stock
Appreciation Right means a right granted under Section 6, including
a Freestanding Stock Appreciation Right or a Tandem Stock Appreciation Right.

2.32 Subsidiary
means a corporation or other entity in which the Corporation has a direct or
indirect ownership or other equity interest, provided that for purposes of
determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, Subsidiary means any corporation (within the
meaning of the Code) in which the Company owns or controls directly or
indirectly more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation at the time of
such grant.

2.33 Tandem
Stock Appreciation Right means a Stock Appreciation Right granted
pursuant to Section 6 that is granted in tandem with an Option or any
similar right granted under any other plan of the Company.

3. Shares
Available Under the Plan.

3.1 Reserved
Shares. Subject to adjustment as provided in
Section 11, the maximum number of Shares that may be (i) issued or
transferred upon the exercise of Options or Stock Appreciation Rights,
(ii) awarded as Restricted Shares and released from substantial risk of
forfeiture, (iii) issued or transferred in payment of Deferred Shares or
Performance Shares, or (iv) issued or transferred in payment of dividend
equivalents paid with respect to Awards, shall not in the aggregate exceed
1,500,000 Shares. Such Shares may be Shares of original issuance, Shares held
in Treasury, or Shares that have been reacquired by the Company.

3.2 ISO Maximum. In
no event shall the number of Shares issued upon the exercise of Incentive Stock
Options exceed 100,000 Shares, subject to adjustment as provided in
Section 11.

3.3 Maximum
Calendar Year Award. No Participant may receive
Awards representing more than 250,000 Shares in any one calendar year, subject
to adjustment as provided in Section 11. In addition, the maximum number
of Performance Units that may be granted to a Participant in any one calendar
year is 500,000.

4. Plan
Administration.

4.1 Board
Committee Administration. This Plan shall be
administered by the Compensation Committee of the Board, provided that the full
Board may at any time act as the Committee. The interpretation and construction
by the Committee of any provision of this Plan or of any Award Agreement and
any determination by the Committee pursuant to any provision of this Plan or
any such agreement, notification or document, shall be final and conclusive. No
member of the Committee shall be liable to any person for any such action taken
or determination made in good faith.

4.2 Committee
Delegation. The Committee may delegate to one or
more officers of the Corporation the authority to grant Awards to Participants
who are not directors or executive officers of the Company, provided that the
Committee shall have fixed the total number of shares of Stock subject to such
grants. Any such delegation shall be subject to the limitations of
Section 157(c) of the Delaware General Corporation Law.

5. Options. The
Committee may from time to time authorize grants to Participants of options to
purchase Shares upon such terms and conditions as the Committee may determine
in accordance with the following provisions:

5.1 Number
of Shares. Each grant shall specify the number of
Shares to which it pertains.

5.2 Option
Price. Each grant shall specify an Option Price per
Share, which shall be equal to or greater than the Fair Market Value per Share
on the Grant Date.

5.3 Consideration. Each
grant shall specify the form of consideration to be paid in satisfaction of the
Option Price and the manner of payment of such consideration, which may include
(i) cash in the form of currency or check or other cash equivalent
acceptable to the Company, (ii) nonforfeitable, unrestricted Shares owned
by the Optionee which have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Committee may
deem appropriate,

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including without limitation any form of
consideration authorized under Section 5.4, on such basis as the Committee
may determine in accordance with this Plan, or (iv) any combination of the
foregoing.

5.4 Payment
of Option Price in Shares. On or after the Grant
Date of any Option other than an Incentive Stock Option, the Committee may
determine that payment of the Option Price may also be made in whole or in part
in the form of Restricted Shares or other Shares that are subject to risk of
forfeiture or restrictions on transfer. Unless otherwise determined by the
Committee, whenever any Option Price is paid in whole or in part by means of
any of the forms of consideration specified in this Section 5.4, the
Shares received by the Optionee upon the exercise of the Options shall be
subject to the same risks of forfeiture or restrictions on transfer as those
that applied to the consideration surrendered by the Optionee, provided that
such risks of forfeiture and restrictions on transfer shall apply only to the
same number of Shares received by the Optionee as applied to the forfeitable or
restricted Shares surrendered by the Optionee.

5.5 Cashless
Exercise. To the extent permitted by applicable law,
any grant may provide for deferred payment of the Option Price from the
proceeds of sale through a bank or broker on the date of exercise of some or
all of the Shares to which the exercise relates.

5.6 Performance-Based
Options. Any grant of an Option may specify
Performance Objectives that must be achieved as a condition to exercise of the
Option.

5.7 Vesting. Each
Option grant may specify a period of continuous employment of the Optionee by
the Company or any Subsidiary (or, in the case of a Nonemployee Director,
service on the Board) that is necessary before the Options or installments
thereof shall become exercisable, and any grant may provide for the earlier
exercise of such rights in the event of a change in control of the Company or
other similar transaction or event.

5.8 ISO Dollar Limitation. Options
granted under this Plan may be Incentive Stock Options, Nonqualified Stock
Options or a combination of the foregoing, provided that only Nonqualified
Stock Options may be granted to Nonemployee Directors. Each grant shall specify
whether (or the extent to which) the Option is an Incentive Stock Option or a
Nonqualified Stock Option. Notwithstanding any such designation, to the extent
that the aggregate Fair Market Value of the Shares with respect to which
Options designated as Incentive Stock Options are exercisable for the first
time by an Optionee during any calendar year (under all plans of the Company)
exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.

5.9 Exercise
Period. No Option granted under this Plan may be
exercised more than ten years from the Grant Date.

5.10 Award
Agreement. Each grant shall be evidenced by an Award
Agreement containing such terms and provisions as the Committee may determine
consistent with this Plan.

6. Stock
Appreciation Rights. The Committee may also
authorize grants to Participants of Stock Appreciation Rights. A Stock
Appreciation Right is the right of the Participant to receive from the Company
an amount, which shall be determined by the Committee and shall be expressed as
a percentage (not exceeding 100 percent) of the Spread at the time of the
exercise of such right. Any grant of Stock Appreciation Rights under this Plan
shall be upon such terms and conditions as the Committee may determine in accordance
with the following provisions:

6.1 Payment
in Cash or Shares. Any grant may specify that the
amount payable upon the exercise of a Stock Appreciation Right may be paid by
the Company in cash, Shares or any combination thereof and may (i) either
grant to the Participant or reserve to the Committee the right to elect among
those alternatives or (ii) preclude the right of the Participant to
receive and the Company to issue Shares or other equity securities in lieu of
cash.

6.2 Maximum
Stock Appreciation Right Payment. Any grant may
specify that the amount payable upon the exercise of a Stock Appreciation Right
shall not exceed a maximum specified by the Committee on the Grant Date.

6.3 Exercise
Period. Any grant may specify (i) a waiting
period or periods before Stock Appreciation Rights shall become exercisable and
(ii) permissible dates or periods on or during which Stock Appreciation
Rights shall be exercisable.

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6.4 Change
in Control. Any grant may specify that a Stock
Appreciation Right may be exercised only in the event of a change in control of
the Company or other similar transaction or event.

6.5 Dividend
Equivalents. On or after the Grant Date of any Stock
Appreciation Rights, the Committee may provide for the payment to the
Participant of dividend equivalents thereon in cash or Shares on a current,
deferred or contingent basis.

6.6 Award
Agreement. Each grant shall be evidenced by an Award
Agreement which shall describe the subject Stock Appreciation Rights, identify
any related Options, state that the Stock Appreciation Rights are subject to
all of the terms and conditions of this Plan and contain such other terms and
provisions as the Committee may determine consistent with this Plan.

6.7 Tandem
Stock Appreciation Rights. Each grant of a Tandem
Stock Appreciation Right shall provide that such Tandem Stock Appreciation
Right may be exercised only (i) at a time when the related Option (or any
similar right granted under any other plan of the Company) is also exercisable
and the Spread is positive; and (ii) by surrender of the related Option
(or such other right) for cancellation.

6.8 Exercise
Period. No Stock Appreciation Right granted under
this Plan may be exercised more than ten years from the Grant Date.

(i) Each
grant shall specify in respect of each Freestanding Stock Appreciation Right a
Base Price per Share, which shall be equal to or greater than the Fair Market
Value on the Grant Date;

(ii) Successive
grants may be made to the same Participant regardless of whether any
Freestanding Stock Appreciation Rights previously granted to such Participant
remain unexercised; and

(iii) Each
grant shall specify the period or periods of continuous employment of the
Participant by the Company or any Subsidiary that are necessary before the
Freestanding Stock Appreciation Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of such rights
in the event of a change in control of the Company or other similar transaction
or event.

7. Restricted
Shares. The Committee may also authorize grants to
Participants of Restricted Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:

7.1 Transfer
of Shares. Each grant shall constitute an immediate
transfer of the ownership of Shares to the Participant in consideration of the
performance of services, subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.

7.2 Consideration. Each
grant may be made without additional consideration from the Participant or in consideration
of a payment by the Participant that is less than the Fair Market Value on the
Grant Date.

7.3 Substantial
Risk of Forfeiture. Each grant shall provide that
the Restricted Shares covered thereby shall be subject to
a substantial risk of forfeiture within the meaning
of Code Section 83 for a period to be determined by the Committee on the
Grant Date, and any grant or sale may provide for the earlier termination of
such risk of forfeiture in the event of a change in control of the Company or
other similar transaction or event.

7.4 Dividends,
Voting and Other Ownership Rights. Unless otherwise
determined by the Committee, an award of Restricted Shares shall entitle the
Participant to dividend, voting and other ownership rights during the period
for which such substantial risk of forfeiture is to continue.

7.5 Restrictions
on Transfer. Each grant shall provide that, during
the period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be

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prohibited or restricted in the manner and
to the extent prescribed by the Committee on the Grant Date. Such restrictions
may include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee.

7.6 Performance-Based
Restricted Shares. Any grant or the vesting thereof
may be further conditioned upon the attainment of Performance Objectives
established by the Committee in accordance with the applicable provisions of
Section 9 regarding Performance Shares and Performance Units.

7.7 Dividends. Any
grant may require that any or all dividends or other distributions paid on the
Restricted Shares during the period of such restrictions be automatically
sequestered and reinvested on an immediate or deferred basis in additional
Shares, which may be subject to the same restrictions as the underlying Award
or such other restrictions as the Committee may determine.

7.8 Award
Agreements. Each grant shall be evidenced by an
Award Agreement containing such terms and provisions as the Committee may
determine consistent with this Plan. Unless otherwise directed by the
Committee, all certificates representing Restricted Shares, together with a
stock power that shall be endorsed in blank by the Participant with respect to
such Shares, shall be held in custody by the Company until all restrictions
thereon lapse.

8. Deferred
Shares. The Committee may authorize grants of
Deferred Shares to Participants upon such terms and conditions as the Committee
may determine in accordance with the following provisions:

8.1 Deferred
Compensation. Each grant shall constitute the
agreement by the Company to issue or transfer Shares to the Participant in the
future in consideration of the performance of services, subject to the
fulfillment during the Deferral Period of such conditions as the Committee may
specify.

8.2 Consideration. Each
grant may be made without additional consideration from the Participant or in
consideration of a payment by the Participant that is less than the Fair Market
Value on the Grant Date.

8.3 Deferral
Period. Each grant shall provide that the Deferred
Shares covered thereby shall be subject to a Deferral Period, which shall be
fixed by the Committee on the Grant Date, and any grant or sale may provide for
the earlier termination of such period in the event of a change in control of
the Company or other similar transaction or event.

8.4 Dividend
Equivalents and Other Ownership Rights. During the
Deferral Period, the Participant shall not have any right to transfer any
rights under the subject Award, shall not have any rights of ownership in the
Deferred Shares and shall not have any right to vote such shares, but the
Committee may on or after the Grant Date authorize the payment of dividend
equivalents on such shares in cash or additional Shares on a current, deferred
or contingent basis.

8.5 Performance
Objectives. Any grant or the vesting thereof may be
further conditioned upon the attainment of Performance Objectives established
by the Committee in accordance with the applicable provisions of Section 9
regarding Performance Shares and Performance Units.

8.6 Award
Agreement. Each grant shall be evidenced by an Award
Agreement containing such terms and provisions as the Committee may determine
consistent with this Plan.

9. Performance
Shares and Performance Units. The Committee may also
authorize grants of Performance Shares and Performance Units, which shall
become payable to the Participant upon the achievement of specified Performance
Objectives, upon such terms and conditions as the Committee may determine in
accordance with the following provisions:

9.1 Number
of Performance Shares or Units. Each grant shall
specify the number of Performance Shares or Performance Units to which it
pertains, which may be subject to adjustment to reflect changes in compensation
or other factors.

9.2 Performance
Period. The Performance Period with respect to each
Performance Share or Performance Unit shall commence on the Grant Date and may
be subject to earlier termination in the event of a change in control of the
Company or other similar transaction or event.

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9.3 Performance
Objectives. Each grant shall specify the Performance
Objectives that are to be achieved by the Participant.

9.4 Threshold
Performance Objectives. Each grant may specify in
respect of the specified Performance Objectives a minimum acceptable level of
achievement below which no payment will be made and may set forth a formula for
determining the amount of any payment to be made if performance is at or above
such minimum acceptable level but falls short of the maximum achievement of the
specified Performance Objectives.

9.5 Payment
of Performance Shares and Units. Each grant shall
specify the time and manner of payment of Performance Shares or Performance
Units that shall have been earned, and any grant may specify that any such
amount may be paid by the Company in cash, Shares or any combination thereof
and may either grant to the Participant or reserve to the Committee the right
to elect among those alternatives.

9.6 Maximum
Payment. Any grant of Performance Shares may specify
that the amount payable with respect thereto may not exceed a maximum specified
by the Committee on the Grant Date. Any grant of Performance Units may specify
that the amount payable, or the number of Shares issued, with respect thereto
may not exceed maximums specified by the Committee on the Grant Date.

9.7 Dividend
Equivalents. Any grant of Performance Shares may
provide for the payment to the Participant of dividend equivalents thereon in
cash or additional Shares on a current, deferred or contingent basis.

9.8 Adjustment
of Performance Objectives. If provided in the terms
of the grant, the Committee may adjust Performance Objectives and the related
minimum acceptable level of achievement if, in the sole judgment of the
Committee, events or transactions have occurred after the Grant Date that are
unrelated to the performance of the Participant and result in distortion of the
Performance Objectives or the related minimum acceptable level of achievement.

9.9 Award
Agreement. Each grant shall be evidenced by an Award
Agreement which shall state that the Performance Shares or Performance Units
are subject to all of the terms and conditions of this Plan and such other
terms and provisions as the Committee may determine consistent with this Plan.

10. Transferability.

10.1 Transfer
Restrictions. Except as provided in
Section 10.2, no Award granted under this Plan shall be transferable by a
Participant other than by will or the laws of descent and distribution, and
Options and Stock Appreciation Rights shall be exercisable during a
Participant's lifetime only by the Participant or, in the event of the
Participant's legal incapacity, by his guardian or legal representative acting
in a fiduciary capacity on behalf of the Participant under state law. Any
attempt to transfer an Award in violation of this Plan shall render such Award
null and void.

10.2 Limited
Transfer Rights. The Committee may expressly provide
in an Award agreement (or an amendment to an Award agreement) that a
Participant may transfer such Award (other than an Incentive Stock Option), in
whole or in part, to a spouse or lineal descendant
(a Family Member), a trust for the exclusive benefit
of Family Members, a partnership or other entity in which all the beneficial
owners are Family Members, or any other entity affiliated with the Participant
that may be approved by the Committee. Subsequent transfers of Awards shall be
prohibited except in accordance with this Section 10.2. All terms and
conditions of the Award, including provisions relating to the termination of
the Participant's employment or service with the Company or a Subsidiary, shall
continue to apply following a transfer made in accordance with this
Section 10.2.

10.3 Restrictions
on Transfer. Any Award made under this Plan may
provide that all or any part of the Shares that are (i) to be issued or
transferred by the Company upon the exercise of Options or Stock Appreciation
Rights, upon the termination of the Deferral Period applicable to Deferred
Shares or upon payment under any grant of Performance Shares or Performance
Units, or (ii) no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Section 7, shall be subject to
further restrictions upon transfer.

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11. Adjustments. The
Committee may make or provide for such adjustments in the (a) number of
Shares covered by outstanding Options, Stock Appreciation Rights, Deferred
Shares, Restricted Shares and Performance Shares granted hereunder,
(b) prices per share applicable to such Options and Stock Appreciation
Rights, and (c) kind of shares covered thereby (including shares of
another issuer), as the Committee in its sole discretion may in good faith determine
to be equitably required in order to prevent dilution or enlargement of the
rights of Participants that otherwise would result from (x) any stock
dividend, stock split, combination or exchange of Shares, recapitalization or
other change in the capital structure of the Company, (y) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets (other than a normal
cash dividend), issuance of rights or warrants to purchase securities or
(z) any other corporate transaction or event having an effect similar to
any of the foregoing. Moreover, in the event of any such transaction or event,
the Committee may provide in substitution for any or all outstanding Awards
under this Plan such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in connection
therewith the surrender of all Awards so replaced. The Committee may also make
or provide for such adjustments in each of the limitations specified in
Section 3 as the Committee in its sole discretion may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 11.

12. Fractional
Shares. The Company shall not be required to issue
any fractional Shares pursuant to this Plan. The Committee may provide for the
elimination of fractions or for the settlement thereof in cash.

13. Withholding
Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of all such taxes required to be
withheld. At the discretion of the Committee, such arrangements may include
relinquishment of a portion of such benefit.

14. Certain
Terminations of Employment, Hardship and Approved Leaves of Absence.
Notwithstanding any other provision of this Plan to the contrary, in the event
of termination of employment by reason of death, disability, normal retirement,
early retirement with the consent of the Company or leave of absence approved
by the Company, or in the event of hardship or other special circumstances, of
a Participant who holds an Option or Stock Appreciation Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares as to which the Deferral Period is not
complete, any Performance Shares or Performance Units that have not been fully
earned, or any Shares that are subject to any transfer restriction pursuant to
Section 10.3, the Committee may in its sole discretion take any action
that it deems to be equitable under the circumstances or in the best interests
of the Company, including, without limitation, waiving or modifying any
limitation or requirement with respect to any Award under this Plan.

15. Foreign
Participants. In order to facilitate the making of
any grant or combination of grants under this Plan, the Committee may provide
for such special terms for Awards to Participants who are foreign nationals, or
who are employed by or perform services for the Company, any Subsidiary or
Affiliate outside of the United States of America, as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Moreover, the Committee may approve such supplements to, or
amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting
the terms of this Plan as in effect for any other purpose, provided that no
such supplements, amendments, restatements or alternative versions shall
include any provisions that are inconsistent with the terms of this Plan, as
then in effect, unless this Plan could have been amended to eliminate such
inconsistency without further approval by the stockholders of the Company.

16. Amendments
and Other Matters.

16.1 Plan
Amendments. This Plan may be amended from time to
time by the Board, but no such amendment shall increase any of the limitations
specified in Section 3, other than to reflect an

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adjustment made in accordance with
Section 11, without the further approval of the stockholders of the
Company. The Board may condition any amendment on the approval of the
stockholders of the Company if such approval is necessary or deemed advisable
with respect to the applicable listing or other requirements of a national
securities exchange or other applicable laws, policies or regulations.

16.2 Award
Deferrals. The Committee may permit Participants to
elect to defer the issuance of Shares or the settlement of Awards in cash under
the Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. In the case of an award of Restricted Shares, the
deferral may be effected by the Participant's agreement to forego or exchange
his of her award of Restricted Shares and receive an award of Deferred Shares.
The Committee also may provide that deferred settlements include the payment or
crediting of interest on the deferral amounts, or the payment or crediting of
dividend equivalents where the deferral amounts are denominated in Shares.

16.3 Conditional
Awards. The Committee may condition the grant of any
award or combination of Awards under the Plan on the surrender or deferral by
the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Corporation or any Subsidiary to the
Participant.

16.4 Repricing
Permitted. The Committee shall have the discretion
and authority to reprice any outstanding Option, except for a Qualified
Performance-Based Award.

16.5 No
Employment Right. This Plan shall not confer upon
any Participant any right with respect to continuance of employment or other
service with the Company or any Subsidiary and shall not interfere in any way
with any right that the Company or any Subsidiary would otherwise have to
terminate any Participant's employment or other service at any time.

16.6 Tax
Qualification. To the extent that any provision of
this Plan would prevent any Option that was intended to qualify under
particular provisions of the Code from so qualifying, such provision of this
Plan shall be null and void with respect to such Option, provided that such
provision shall remain in effect with respect to other Options, and there shall
be no further effect on any provision of this Plan.

17. Effective
Date. This Plan shall become effective upon its
approval by the stockholders of the Company.

18. Termination. This
Plan shall terminate on the tenth anniversary of the date upon which it is
approved by the stockholders of the Company, and no Award shall be granted
after that date.

19. Limitations
Period. Any person who believes he or she is being
denied any benefit or right under the Plan may file a written claim with
the Committee. Any claim must be delivered to the Committee within forty-five
(45) days of the specific event giving rise to the claim. Untimely claims
will not be processed and shall be deemed denied. The Committee, or its
designated agent, will notify the Participant of its decision in writing as
soon as administratively practicable. Claims not responded to by the Committee
in writing within ninety (90) days of the date the written claim is
delivered to the Committee shall be deemed denied. The Committee's decision is
final and conclusive and binding on all persons. No lawsuit relating to the
Plan may be filed before a written claim is filed with the Committee and is
denied or deemed denied and any lawsuit must be filed within one year of such
denial or deemed denial or be forever barred.

20. Governing Law. The provisions of the Plan
and all Award Agreements under the Plan shall be construed in accordance with,
and governed by, the laws of the State of Delaware without reference to
conflict of laws provisions, except insofar as any such provisions may be
expressly made subject to the laws of any other state or federal law.

21. Savings
Clause. Notwithstanding any language to the contrary
contained herein, this Plan shall be interpreted and administered in accordance
with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934
(the Act) so as to exempt from the application of
Section 16(b) of the Act the acquisition of Awards by directors and officers of
the Company or its Subsidiaries or its Affiliates pursuant to this Plan.